Fill Me, I'm Empty
by iloveprada
Summary: Damon has told Elena that he wants her to know how she felt with him when Stefan was gone. Elena wants to show him how she feels. Set during the last scene in 3X2. Warning: Lemons!
1. Chapter 1

**Disclaimer:** I don't own Vampire Diaries or the characters, and acknowledge the ownership and work of L.J Smith.

**Warning:** This story contains adult scenes.

**a/n**: That last scene in last weeks episode (3X2) was such a beautiful/angsty moment between Elena/Damon. I thought I'd really like to recreate it into something a tad bit more special in the sense that they truly connected. Anyways, enjoy! And would love to know what you thought. :)

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><p><em>"Because, when I drag my brother from the edge, I want you to remember the things you felt when you were with me."<em> Damon held Elena's face between his hands, and looked into her brown eyes as they burnt. There, he said. He did it. He admitted it.

Elena stared solemnly into the face of the man that made her heart strings wrap around her broken heart in a strangling position. It hadn't always been like this. She hadn't always felt this. No, the fact that Damon's harsh and selfish character contrasted with Elena's gentle and selfless character had them pinned against each other as enemies. It also didn't help that she was dating his brother. Or at least, dated. Stefan was gone, his soul and body out there somewhere in the midst of trouble.

She hated that she held these feeling for Damon. What a betrayal to Stefan, she thought. Although she had never technically been unfaithful to Stefan, she still felt that she was betraying Stefan with the chemical reaction in her mind and body. She could not take her eyes away from Damon. She could not stop her body from reacting to him. She could not get her activate mind to stop the thoughts of him rushing in. She could not stop her lips from quivering. And for that; her eyes, body, mind, and lips were betraying Stefan. And worst of all they were betraying _her_. Betraying her womanly pride and faithfulness.

Wait, didn't Stefan leave her? Didn't he just pack and leave to chase the excitement of his Vampire instincts?

Would it be so bad to give in to the temptations that her body lit up with, and ask Damon to stay? After all, wasn't Damon the one to bring it up in a subtle way? _I want you to remember the things you felt when you were with me. _She didn't just want to remember those feelings, she wanted to _express_ those feeling. Show him with her hands, lips and body just what she was feeling. However wrong it may be.

Feeling bold, she said to him just before he left, his hands still resting on her exquisitely warm cheeks. "Then stay-" she swallowed the nervous lump that conjured in her throat "stay for the night."

He seemed shocked as his eyes flared in disbelief, "Elena, what are you saying?"

"Damon, don't you see? We can't ignore this thing between us any longer. Later or sooner, it will all just collapse. We need to get it out of our systems. And the truth is, we both need some healing. After everything that's happened, don't you want release? Because, I need release and I will give it you." She took a shaky breath and continued, "Damon, you said you wanted me to know I felt when I was with you, well, then let me know just how it feels to be with you." The flames erupted into a dangerous fire, and she pressed her lips to his, softly.

All thought left him as soon as her sweet lips made contact with his, a soft brush and nothing more. Another brush. And another, before they couldn't stand it any longer and needed to feel each other, needed to be inside each other. His lips opened over hers, a sweet invitation as the kiss deepened and their tongues intertwined. He was loosing it, and for a moment he forgot that it was his brothers girl. She was just Elena - the girl he loved almost viciously. He needed to feel her skin, oh how he dreamed of this moment for so long. Then thought slowly creeping back, he pulled back from the kiss and said with a hoarse voice "It's just you and me in this house? Right?"

He saw that Elena was trying to gather air and thoughts after that intimate kiss, she nodded, her face lit with so much need that it made him ache further. "Alaric and Jeremy are where exactly?"

"Jeremy's working late at the diner with Matt, Alaric's also there." she pressed her swollen lips to his neck, "It's just you and me." She held his shaken hand, and led him to her bed, she layed down and waited for him to continue the kiss, but he hesitated for a while. "What's wrong?" She stoked his arms, and kissed his collarbone, his neck, "I need this moment with you. I need you inside me. Fill me. I'm so empty."

He stared at her, felt her heart beat racing at a record speed, with tears filling her eyes. He kissed her. There were a few things that gave Damon pleasure like blood, and more blood, but up until now, he discovered that he would literally live and die for Elena's kisses, especially when her tongue greeted his in a slow dance. So warm and satisfying. He heard her moans, and her sweet carcasses against his skin and became transfixed in this tantalizing embrace. He could feel how desperate her body needed him, and his hunger rose for her.

With ease, he removed her blouse. And with careful consideration, he removed her bra. He disentangled himself from her so that he could look at her. She was open for him and to him, and he stared. He cupped a warm hand to her breast. "Are you ready for me, Elena?" He removed her jeans and with slight hesitation moved his hand down, and found that she was indeed ready. Ready for him, and only him. She moaned as he caressed her bare skin with his large hands. Both their heated cores pressed together, in desperation. He removed his clothing until he was bare, and with ecstatic and hypnotized eyes, she stared at him "You're beautiful," she said, as she let out another pleasurable sound.

And then they joined. Flesh to flesh. Heart beat to heart beat. They both gasped at that moment, a heavy moan filling the air as their bodies became one. She never left her eyes from his face as he made love to her. So deep, and intense was their joining that Elena went blind with pleasure and love. She kissed his shoulder as they climaxed again, and then softly bit it. They both found release in each other arms. Again and again. Every time he pushed further and deeper, they were marking eachothers hearts and souls with their own.

He slowly detached himself from her. She knew he was going to leave her soon. Still her body was hot and shaking, still needing his. _Still. _But soon, he would leave, Alaric and Jeremy would come back and she would have to sleep with thoughts of him, her body still quivering in the aching and lonely night. She had come to a realization that this was their moment. And perhaps their only moment. Don't go, she wanted to tell him. _Take me with you. _

He turned to look at her, their breaths still haggard and gone_,_ "Elena..." He couldn't find the words. _"_I have to go."

_Just say the words we both need to hear, she thought. Looking at him with love and expectation. _

Feeling bold again, she said, "Damon, when you go and walk out that door, I want you to remember this night." She kissed him deeply, and then said, "You know where to find me."

_I still can't get you out of my system. You've overflown me, bits of you in my bloodstream.  
><em>


	2. Chapter 2

Chapter two.

Elena had initially thought that all she had needed was one night with Damon to get him out of her system. But as minutes soared past, her body was still yearning his touch, his image was still embedded in her brain, and that night had only amplified her longing. Before that night, all Damon had been was just a thought; a thought of forbidden desire, but now that she had tasted the sweet desire, she craved more. She thought about him that night he left her. She could barely sleep with the amount of trembles and quivers that ran up and down her body. She closed her eyes and her line of dark vision was imminently eclipsed with memorizing cold blue eyes and ivory white skin.

She had waken the next morning with a heart so full she could barely conjure up the faintest of breath.

"Well, someone's up early," Alaric sarcastically remarked as Elena made her way to the kitchen yawning. "Late night or what?"

"I just didn't have a good night sleep," Elena said as she looked out the window with her mind immersed with Damon,"But then again, who has been sleeping well these days?"

"It's really time to stop worrying about Stefan, he'll come back on his own terms. Just let it be. Don't let it take over your life." Alaric said with genuine concern at not only her recent sleeping habit, but just her over all behavior as of late.

Elena kept her eyes out on the window, at the misty sky of late morning dew. With the mention of Stefan's name, guilt sat uncomfortably at the pit of her heart. Not only because of all she shared with Damon last night, but also because she was thinking of Damon's touch, and not his. She was thinking about the next time she saw Damon and the next time she could hear his voice, and stare upon him.

She turned her head to Alaric, reminding herself that the quilt would soon ease. She was not with Stefan anymore, and it was he, not her, that decided to leave and live the fast vampire life with Klaus. Why did she have to sit back and feel lose while weeping when she knew Stefan didn't want to come back. He obviously felt no obligations to her or his life here, and he made that pretty clear.

"I'm fine, Alaric."

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><p>Days went by with Elena not seeing or hearing anything about Damon. Panic was surging through her at the thought of him abandoning her. Everyone seemed to do that, didn't they? Come into her life so comfortably and blissfully, and then just leave. Her parents, Jenna, Stefan. Life just didn't seem to let her keep those in which she found happiness and contentment in. So she decided to make her way over to the Salvatore household to see Damon and make sure everything was okay. The thought of seeing him again sent a rush of excitement and anxiety. Eagerly changing into jeans and a shirt, she went to see him in the afternoon. She rapidly knocked on the wooden door, as the knocking matched the vicious knocking of her heartbeat. No one answered. A cool breeze caught her, and her palms turned numb.<p>

"Damon! Damon!" She yelled continuously. The door suddenly opened as if with a magical, invisible force. She steadied herself as she walked in with such anticipation. And then her heart grew and strangled in its own rapid beat as she saw Damon sprawled out on a couch shirtless with black pants, sweat rolling down his forehead and his remarkable chest and limbs. A bottle of liquor in his hands, with his lips slightly parted, and his eye shut.

She walked towards him, she stood so close that her knee lightly touched his arm. "Damon," she whispered with a hint of relief at finding him here. He looked so miserable though. He opened one eye, watching her suspiciously and then opened the other eye and watched her thoughtfully and confusedly.

"What are you doing here?" He scowled as he slowly sat up.

"Damon, what's going on?" She demanded with such confusion that softened Damon's heart. After that night with her, he was in an ecstasy of feelings that tore him open. He wanted to drown himself with booze, knowing that all he wanted to do was drown himself into her body. He rested in this damn couch since that night, so weak from her, and hadn't fed or slept. He was damn hungry, and having her scent so close to his hunger weakened and terrorized him.

"You should go home." He said shutting his eyes tightly, suppressing his thirst as his fangs elongated. "Go."

"Not until you tell me what's going on. It's been days since anyone has seen or heard from you!" What she really wanted to say was,_ it's been days since I last saw, touched, and felt you, I need you more now than that night. My system is still flooded with you!_

"Elena, please, just go!" His eyes opened wide, and it was at that second that she saw his hunger. How selfish of her to barge in here thinking of only her desire for him when he was weakened by his thirst. Her hands were shaking at her sides, her pulse was electric. Fear suddenly took over her as felt insecure suddenly.

"You haven't fed, have you?" She asked with her useless, quivering voice.

A slow, harsh sound unleashed from his throat as he tried not to look at her throat, tried not to imagine huddling his lips there as his sharp teeth grazed her sensitive skin. Oh how he tried to get her scent out of his mind, knowing that he could possibly hurt her by his hunger. He wanted her to run right this second and let him suffer, and slumber in his pain alone in the dark as he drank his problems and thoughts of her away.

She stared at him with such unknowing fear and anguish in her eyes. She pushed her silky brown mass of her hair behind her neck and stepped closer to him. A shameless offer. He stared amazed and disbelieving at her. With quivering lips she said, "Feed from me, take all that you need." She sat beside him, and watched his frantic, pale face with fear. She hated seeing him so weak. Detested it.

He was to overwhelmed with hunger to resist. Self control was not his best asset, and she was offering after all. She had let Stefan feed from her once or twice, right? She wasn't unaccustomed to just how sharp those fangs were, just how rapid the hunger was, and just how soft her skin was. But she knew this was not like with Stefan. Damon's hunger was more intense, she wasn't offering him a dispassionate wrist like she offered Stefan, she was offering him the pulse of her neck, her throat. He placed a cold finger to her collarbone as she rested her on the couch while he loomed over her, and then dragged his waiting, aching fangs to her neck. Her anticipation and fear was so great that she was rocking back and forth, almost. He pressed his lips to her neck, right over her jugular vein and licked in desperation. Overtaken by his hunger, his fangs sunk into her neck, and sucked. Drinking from her, taking from her. She felt the sharp pain at first, but was so dizzy with the nearness of him that pleasure was eclipsing the pain. Soft and dizzy noises rose from her throat. He was feasting on his prey so thoroughly. She grew weaker, and his hunger for her was getting out of control. She clutched his neck with her hands, kissed the top of his head and moved slowly beneath him. "Damon," a shaken whisper escaped her lips. He had to force himself to let go of her neck, his strength was already rejuvenated. He stared down at her panting, and in ecstasy.

He went a bit too far, he could see from her paleness.

"Thank you," he said hoarsely. She kissed his palm, staring at him with eyes so full. Warmth spread through her.

He stood up and went to stand at a distance from her. She continued to stare at him. "What did you come here for. Stefan's not back yet, if you were wondering. No news, sorry, can't update you and his whereabouts." He said suddenly, and she could feel his coldness. Why was he acting this way for, how could he bring Stefan up at a time like this. After she gave, and he took.

"I didn't come here to ask about Stefan." She said weekly, feeling the burn of his bite.

"Given up hope, I see," He said mockingly.

"I came to see you."

He stared at her slowly, "You came, you conquered, you fed me. You can go now. I'll drop by to see you once I get news about Stefan."

She couldn't believe his sudden actions, "Damon, why are you acting like this?"

"Acting like what, Elena?" His stare burnt her nearly as much as his bite mark did.

"Like nothing is happening between us!"

"Stop."

"No, Damon. I know you're conflicted, but so am I. You don't think that I'm confused about these feelings?"

"Alright, and what do you suggest we do with these feelings? Okay, Elena. Lets screw each other. Come on, I'll make love to you on this damn couch, and I won't stop until I get you out of my system, then I'll take you upstairs, and we'll continue heavily screwing each other until we're certain we're out of eachothers systems. And then we'll keep doing it, I'll take your body everytime, pleasuring you. And then what happens when he comes back?" He rose his voice and walked to her, "Tell me what happens!"

She sat there speechless. Feeling unbearable guilt because she could feel Damon's pain too.

Damon brushed her cheek with his cold fingers, in a bitter, mocking tender motion "Just as I thought, you don't have anything to say, oh sweet Elena. We're just playing these games aren't we? Messing with eachothers heads. I know these games a bit too well."

Elena couldn't bare to look at him, "It's not games that we're playing and you know it."

"It's all games! Take me inside your body again, pleasure me, Elena. I can see the lust in your eyes. Take me where you want me. But quick before my brother comes."

"Damon, what are you saying! Listen to your self! I'm not playing any games." How could he even suggest that when he felt how warm her body was, how true and transparent her eyes were, how conflicting and devastating her feeling were. How could he! She stood up, very weekly, her neck throbbing from his feeding and spoke with emotional restraint in her voice. "I'm not Katherine. I don't play these games. I don't know what we're going to do if Stefan ever comes back, but we'll work through it." She sighed and continued "Maybe we should stay away from each other for a while. Have time to sort through these emotions by ourselves." Tears were welling up, weak and distorted, she turned her back to leave but his hand caught her arm. She could barely walk. She had lost quite a bit of blood and felt too dizzy and heavy with emotion.

"I'll put a bandage on that mark for you." He said as he sat her down on the couch.

He dabbed warm water on the bite mark with a wet cloth and then carefully bandaged it. The only thing she could feel was his cold fingers on her neck as he bandaged her. She turned to him and smiled faintly. She was thinking about him making love to her on this couch, of her making love to him. Such desperate and hot love that she trembled with the thought. She stood and left without another word.


	3. Chapter 3

**Chapter 3.**

_"I'll take your body everytime, pleasuring you. And then what happens when he comes back?"_

His words reverberated constantly in her mind. Every time she woke up with the morning sun, she heard the echo of his harsh voice accusingly saying, "What happens when he comes back?". What would happen when Stefan came back? What would happen to Damon and Elena and the memory of the heated night they had shared in eachothers arm? Could Elena simply explain to Stefan of her desperate desire for his brother? Would Stefan come back a changed and distant man and simply not care? Or would he make them both pay for the unspeakable betrayal? More importantly, Elena thought, what would Damon do? Would he dispose her and that night from his memory? Elena shuttered at that thought. He wouldn't forget about that night in her arms, that night when he filled her emptiness with his desire.

Alaric entered the Elena's room, interrupting her thoughts. "Elena, I'm heading of to the Diner, Jeremy is there working late tonight. Lets go see him." He paused, staring at her blank expression, "I'm worried, it will be good for to leave the house and catch up with some friends. Mat and Bonnie are there."

Elena thought it would be good to leave the confinement of her room, and leave the thoughts of Damon - for just a little while. She accepted the offer, and went to put on a black jacket. Her quickly brushed her hair until it layed silkily down her back. She thought of Damon's hands touching her hair, in her hair, grasping her to him with his heated silky kisses. She shivered.

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><p>Elena sat with Bonnie and Matt in the diner, drinking soda and trying to grasp the tidbits of discussion. Alaric sat at the bar, occasionally chatting with Jeremy who was busy working.<p>

"Oh, look who's over there with a date." Bonnie said, discretely pointing at the table across theirs. Elena looked up and saw Damon with a blond haired women. A women! Elena's senses grasped her, and she felt the room closing in on her. Her heart, that was full of only Damon, was starting to swell up.

Bonnie and Matt stared with confusion at Elena's stark reaction to the sight of Damon with another women. "Elena?" Bonnie inquired with an accusing look.

"Yes?" Elena turned her face away from the sickening site of Damon laughing with another women, his eyes so full, his hands on her back, as she spoke sitting so darned close to him!

"You look really offended or something."

"Well, I am. He should be looking for his brother and bringing him back, not wasting time flirting with women! He should be looking for Stefan," What Elena really thought was: How could I not be offended, filled with anger at this sight. When his skin pressed mine, when his flesh pressed mine, when his lips pressed mine, when his heart pressed mine! _Mine, mine, mine._

"He can't put his life on hold for Stefan's stupid choices. Stefan's a big boy and he's been gone for quite some time."

"What are you trying to say, Bonnie?"

Bonnie smiled warmly at Elena, trying to ease her. "What I'm saying is, if Damon wants to be with women instead of bring back his brother, then who are we to stop him?"

"If you two will please excuse me, I need to use the rest room." Elena excused her self, walking past Damon's table with unshed tear leering at the corner of eyes. She walked into the restroom and glared at her reflection in the mirror. Her cheeks were pink, her eyes were wet, her face was lost. Empty. What are you doing, Damon? Elena wanted to ask him. What are you doing to us? It's been many weeks since that night, and since then only pain and emptiness have been present in our days.

As Elena walked out of the restroom, she caught Damon's eyes. His eyes were far, indifferent, brave, and cool. But Elena could see past the game, and right into the man. She saw the emotion that strained his cold, lost soul. As Elena walked to her table, she saw that Matt and Bonnie were at the pool table, and was thankful because she wanted to sit by herself for a moment before she said her goodbyes and ran home. She saw Damon and his blond women walking toward her table. She wanted to grow fiery wings, and breeze far from here, from him.

"Hi, didn't expect to see you here. We were just leaving." Damon stared at her, his indifference was diminishing from the sight of her, and the moment became tense as he stared at her bandaged and hidden neck wound that he had sucked on and taken from.

Elena noticed that his gaze rest on her throat, his gaze moving lower, until she became uncomfortable yet filled with such a deranged longing. _Kiss me where your eyes are looking at, kiss me on the skin right above my heart, right next to my breasts, on them._

"This is Melanie, Elena. My date for the night."

Elena barely acknowledge his date, feeling such date for the night? What the hell was that even supposed to mean? It hurt Elena to even think about it.

Melanie's hair was blond, lush and volumed. Her lips painted red, her dress tight, her body leaning into Damon. Did Damon like her volumed hair? Did Damon like her painted and pouty lips? Did Damon want to seek comfort in her hair and lips, touching and loving them? Elena's body froze.

"How do you know Damon?" Melanie asked Elena.

Before Elena could answer, Damon said with a hint of bitterness in his voice, "She's my brothers girl."

Melanie smiled suddenly, revealing startling white teeth, "Oh, for a minute there I thought you were both..."

"I have to go," Elena said standing up and walking away.

When she was at the car park trying to open the door of her car, she felt a hard hand grip her arm, spin her around to him, and press her against the car. Elena gasped as she saw his cold blue eyes only inches from hers. "Why is it, that this one day, I decide to get out of the house and breath and forget about you, you show up? Why are you ruining my life with your presence, preventing me from moving on?" His grip on her arm became tighter, and she winced, staring up at him sadly, "tell me, damn it!" he demanding, pressing his hard body against her trembling one.

"Damon, let go of me! Damon!" It hurt her to say his name. He was so close to her she could smell an unfamiliar women's fragrance on him, and tried to keep herself from bursting into tears. He smelt like his date. He smelt like sin. "How can you touch me after you've touched that women," She said looking at his strong and firm hands that were pressing into her arm.

"I didn't sleep with her." He said abruptly as her tortured eyes met his, "it's a shame isn't it, that I can't talk to another women without thinking about you? It's a damn shame." He was breathing hard, pressing into her tighter. "Look at those eyes of yours, how they look at me, how they beg me to touch you."

"Stop it, Damon! I'm your brothers girl, remember? You made your point clear before. Now please, Damon. Go back to her." Her eyes were filled with suppressed tears, suppressed sobs.

"Look at those lips of yours. How they are pleading me to leave. Yet they rise and pout, begging my lips to meet them. Begging my lips to kiss you all over."

Elena grew hot with his words, she trembled uncontrollably.

"It's a shame though, that those lips of yours belong to someone else. My dear brother owns them. I'm a thief for taking pleasure from your lips, how hungrily I kissed them that night we made love. It's a shame, isn't it? Have you ever touched something that didn't belong to you? Have you ever wanted something that belonged to someone else so bad? Have you?"

Elena let a suppressed tear fall down her cheek, why was he tearing her apart like this? She remembered when she saw him sitting close with that women and wanting to yell at him for allowing that women to sit close to his body. His body, that she had kissed and loved, surely did not seek another womens touch. She thought: _Mine, mine, mine._

"Damon, look at my lips. Tell me, who do they seek? Kiss them and tell me who they belong to."

He looked at her lips, touched them with his fingers, licking them with his feverish tongue. She moaned. "Are you empty, Elena?"

She touched his face with her warm and trembling hands, "I'm empty," She whispered against his mouth.

"Do you need me to fill you? Let me fill you." She opened her mouth and his tongue entered her mouth, searching, and withdrawing, extracting heat as he entered her mouth again and again. She held him tight, pressing her body into his.

"Elena, I'm too full. Don't fill me, empty me. Empty till I feel nothing. Until there is nothing."

"Don't say that." They kissed again, as her hands moved against his body, in search for his heat.

"Come on, empty me. Give me release." Without another word, they got into the back of her car and drowned each other with the heat of their bare bodies. Feverish, lost in dire sweat, clinging unto each other, as Damon made love to her with all the unrestrained emotion he felt for her. Such desperate, grueling, noisy lovemaking in the backseat of Elena's car.


End file.
